Christchurch City Holdings Limited Fixed Rate Bond Offer Presentation Arranger and Joint Lead Manager Joint Lead Manager
Important Notice The offer of Bonds is being made in reliance upon the exclusion in clause 19 of schedule 1 of the Financial Markets Conduct Act 2013 (FMCA). Except for the interest rate and maturity date, the Bonds will have identical rights, privileges, limitations and conditions as CCHL ’s $150,000,000 3.40% fixed rate bonds maturing on 6 December 2022 which are quoted on the NZX Debt Market under the ticker code CCH010 (the Quoted Bonds). The Bonds are of the same class as the Quoted Bonds for the purposes of the FMCA and the Financial Markets Conduct Regulations 2014. CCHL is subject to a disclosure obligation that requires it to notify certain material information to NZX Limited (NZX) for the purpose of that information being made available to participants in the market and that information can be found by visiting www.nzx.com/companies/CCH. The Quoted Bonds are the only debt securities of CCHL that are currently quoted and in the same class as the Bonds. Investors should look to the market price of the Quoted Bonds to find out how the market assesses the returns and risk premium for those bonds. 2
Disclaimer The information in this presentation is of a general nature and does not take into account your particular investment objectives, financial situation, tax position or circumstances. It does not constitute legal, financial, tax or investment advice and should not be relied on in connection with any contract or commitment whatsoever. The information in this presentation has been prepared by CCHL in good faith and has been obtained from sources believed to be reliable and accurate at the date this presentation was prepared. No representation or warranty is made regarding the accuracy, completeness or reliability of the information. This presentation may contain forward looking statements regarding future events and circumstances and the future financial performance, operations and business strategies of CCHL. CCHL gives no assurance that the assumptions on which CCHL has based these forward looking statements are correct. Unknown risks, uncertainties and other factors may cause actual results that differ materially from any forward looking statements in this presentation. Except as required by law or the listing rules of the NZX Main Board/ Debt Market CCHL is under no obligation to update any forward looking statements. To the maximum extent permitted by law, CCHL and its directors, officers, employees, agents and advisers disclaim all liability and responsibility (including for negligence) for any direct or indirect loss or damage which any person may suffer through use or reliance on anything contained in or omitted from this presentation. The distribution of this presentation, and the offer or sale of Bonds, is restricted by law in certain jurisdictions. Recipients of this presentation outside New Zealand must inform themselves about and comply with these restrictions. Nothing in this presentation authorises its distribution, or the offer or sale of the Bonds, in any jurisdiction other than New Zealand and CCHL accepts no liability in that regard. The Bonds may not be offered or sold directly, indirectly, and neither this presentation nor any other offering material may be distributed or published, in any jurisdiction except in compliance with any applicable law or regulations. None of the Arranger, Joint Lead Managers nor any of their respective directors, officers, employees and agents: (a) accept any responsibility or liability whatsoever for any loss arising from this presentation or its contents or otherwise arising in connection with the offer of Bonds; (b) authorised or caused the issue of, or made any statement in, any part of this presentation; and (c) make any representation, recommendation or warranty, express or implied regarding the origin, validity, accuracy, adequacy, reasonableness or completeness of, or any errors or omissions in, any information, statement or opinion contained in this presentation and accept no liability (except to the extent such liability is found by a court to arise under the Financial Markets Conduct Act 2013 or cannot be disclaimed as a matter of law). The information in this presentation should be considered in conjunction with CCHL’s audited consolidated financial statements fo r the year to 30 June 2018 and CCHL’s NZX market releases which are available at https://www.nzx.com/companies/CCH/announcements. Any internet site addresses provided in this presentation are for reference only and, except as stated otherwise, the content of such internet site is not incorporated by reference into and does not form part of this presentation. All currency amounts are in New Zealand dollars unless otherwise stated. 3
Agenda 1. Key Terms of the Offer 5 2. Overview of CCHL 8 3. CCHL Portfolio Update 14 4. CCHL Financial Overview 21 5. Funding Programme 25 4
Section 1 Key Terms of the Offer 5
Key Terms of the Offer Issuer Christchurch City Holdings Limited (“CCHL”) Instrument Unsecured, unsubordinated, fixed rate bonds (“Bonds”) Uncalled Capital CCHL is a wholly owned subsidiary of Christchurch City Council, which provides financial support to CCHL through its subscription for uncalled capital Issuer Rating A+ (stable) S&P Global Ratings Expected Issue Rating A+ S&P Global Ratings Issue Amount Up to $100,000,000 with the ability to accept up to $50,000,000 of oversubscriptions at CCHL’s discretion Tenor 6 years Maturity Date 27 November 2024 Interest Rate The Interest Rate will be determined by CCHL in conjunction with the Joint Lead Managers following the bookbuild Interest Payments Semi-annually in arrear in equal amounts on 27 May and 27 November in each year until and including the Maturity Date Denominations Minimum denominations of $5,000 with multiples of $1,000 thereafter Financial Covenants CCHL has agreed that, for so long as any Bonds are outstanding: • its Total Liabilities will not exceed 60% of its Total Tangible Assets; • the ratio of EBIT to Interest and Financing Costs will not be less than 1.5:1; and • Shareholders’ Funds will not be less than $ 500m Negative Pledge CCHL has agreed that it will not create any security over its assets, excluding (inter alia); • security interests created with the Supervisor’s consent; and • security interests in respect of which the aggregate principal amount of indebtedness so secured by all security interests permitted under this exclusion does not exceed 5% of CCHL’s Total Tangible Assets at that time Listing Application has been made to NZX to quote the Bonds on the NZX Debt Market 6
Key Dates of the Offer Opening Date Monday, 19 November 2018 Closing Date 2pm NZT, Wednesday, 21 November 2018 Rate Set Date Wednesday, 21 November 2018 Issue and Allotment Date Tuesday, 27 November 2018 Expected Date of Initial Quotation on NZX Debt Market Wednesday, 28 November 2018 Maturity Date Wednesday, 27 November 2024 7
Section 2 Overview of CCHL 8
Overview of CCHL CCHL is the subsidiary holding company for CCC’s trading businesses CCHL is a wholly- owned subsidiary of Christchurch City Council (“CCC”). CCHL is the holding company for CCC’s investment in eight trading businesses (Council Controlled Trading Organisations “CCTOs”). Established in 1993. Strategic purpose is to provide a separate and non-political commercial framework for the CCTOs. Responsible for overseeing, monitoring and managing CCC’s shareholding in the CCTOs. CCHL aims to sustainably maximise its dividends to CCC, which are used to moderate CCC rates (property tax) charges. Scope & Scale Eight CCTOs – around 95% of CCHL’s total assets have an infrastructure bias. Infrastructure businesses support residential and commercial activities of the city and region. Total value of CCHL assets at June 2018: $3.0 billion. S&P credit rating: A+ (stable). 9
Overview of CCHL Balance Sheet ($m, CCHL Parent) 3,500 3,000 2,500 2,000 1,500 1,000 500 0 2018 Assets 2018 Funding ONZ CIAL LPC ESL Other subsidiaries Advances & Other DEBT EQUITY A significant portion of CCHL’s overall asset value comes from its four key infrastructure assets CCHL’s debt to equity remains at prudent levels 10
Snapshot of CCHL CityCare 1st in New Zealand to 424,560 TEU register an electric containerised volume $3 billion CCHL Parent Total Assets transit van handled by LPC in FY18 – a record level $2.1 billion CCHL Parent Equity $10.3m of land 77,149 the number of acquired by DCL for business, school and home future development $1.57 billion of capital and dividend payments broadband users connected to Enable’s fibre CCHL has made to the Council since 1995 network at June 2018 8,333 3 fully electric 201,000 the number 6.8 million the tonnes of buses ordered for of homes & businesses to recycling number of passengers Red Bus during FY18 which Orion distributes waste through the CIAL power recovered for terminals in FY18 resale by EcoCentral in FY18 11
CCHL Group Sustainability Journey Members of Carbon Aotearoa emissions Circle and inventory Climate measurement and reduction Leaders plan Coalition Sustainability policy Sustainability framework Sustainability Partnerships management that can make a difference approach CCC’s Community Outcomes of having “strong communities”, a “ liveable city”, “healthy environment” and a “prosperous economy” underpin the CCHL Group Sustainability Journey. 12
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